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MERRILL CORPORATION VSTEFAN//24-MAR-03 21:51 DISK022:[03CLG8.03CLG1048]BE1048A.;4 mrll.fmt Free: 1140DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;25 7 C Cs: 33356 TRANSCANADA PIPELINES LIMITED RENEWAL ANNUAL INFORMATION FORM for the year ended December 31, 2002 February 25, 2003 TRANSCANADA PIPELINES AIF MAR/03 Proj: P6069CLG03 Job: 03CLG1048 File: BE1048A.;4 Quebecor/Merrill Canada/Calgary (403) 206-2700 Page Dim: 8.250⍯ X 10.750⍯ Copy Dim: 40. X 57. MERRILL CORPORATION VSTEFAN//24-MAR-03 21:51 DISK022:[03CLG8.03CLG1048]BG1048A.;11 mrll.fmt Free: 440DM/0D Foot: 0D/ 0D VJ JC1:2Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;25 7 C Cs: 45873 TABLE OF CONTENTS Page Page TABLE OF CONTENTS ................ i Power ............................ 11 Date of Information .................. i TransCanada Power, L.P. ............. 12 REFERENCE INFORMATION .......... ii Regulation of Power ................ 13 FORWARD-LOOKING INFORMATION . ii Competition in Power ............... 14 RISK FACTORS ...................... ii Other Interests ...................... 14 Operating Risks ................... ii Cancarb Limited ................... 14 Supply Basin Risk .................. iii TransCanada Turbines ............... 14 Competition ...................... iii TransCanada Calibrations ............ 14 Counterparty Risk .................. iii Discontinued Operations ............... 14 Political and Regulatory Risks ......... iii Gas Marketing and Trading ........... 14 Environmental Risks ................ iii International ...................... 14 Insurance Risks .................... iii Midstream ....................... 15 Financial Risks .................... iv HEALTH, SAFETY AND Terrorism Risk .................... iv ENVIRONMENT ................... 15 THE COMPANY..................... 1 Climate Change ..................... 16 TransCanada PipeLines Limited ......... 1 PATENTS, LICENCES AND TRADEMARKS .................... 16 Subsidiaries ........................ 1 LEGAL PROCEEDINGS ............... 16 Presentation of Information ............ 2 FINANCIAL INFORMATION ........... 17 GENERAL DEVELOPMENT OF THE BUSINESS ........................ 2 Three-Year Selected Consolidated Financial Information ...................... 17 Transmission Business ................. 2 Three-Year Dividend Information ........ 17 Canada .......................... 2 Dividends Declared on Common Shares . 17 United States ..................... 2 Dividends Declared on Preferred Shares . 17 Developments in 2002 Ð Transmission Business ....................... 2 Dividend Restrictions ............... 17 Power Business ..................... 3 MARKET FOR SECURITIES ............ 17 Developments in 2002 Ð Power Business . 3 DIRECTORS AND OFFICERS .......... 18 Developments in 2003 Ð Corporate ....... 3 Directors ........................ 18 BUSINESS OF TRANSCANADA ......... 4 Officers ......................... 20 Transmission ....................... 4 Corporate Officers ................. 21 Wholly-Owned Pipelines ............. 5 ADDITIONAL INFORMATION .......... 22 Other Pipeline Ventures ............. 8 SCHEDULE ``A'' ...................... 23 Regulation of North American Pipelines . 10 Exchange Rate of the Canadian Dollar .... 23 Competition in Transmission .......... 11 Metric Conversion Table ............... 23 Research and Development ........... 11 Glossary .......................... 24 Date of Information Unless otherwise noted, the information contained in this Annual Information Form is given as at December 31, 2002 (the ``Year End''). TRANSCANADA PIPELINES LIMITED i TRANSCANADA PIPELINES AIF MAR/03 Proj: P6069CLG03 Job: 03CLG1048 File: BG1048A.;11 Quebecor/Merrill Canada/Calgary (403) 206-2700 Page Dim: 8.250⍯ X 10.750⍯ Copy Dim: 40. X 57. MERRILL CORPORATION VSTEFAN//24-MAR-03 21:51 DISK022:[03CLG8.03CLG1048]BI1048A.;10 mrll.fmt Free: 500D*/580D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;25 7 C Cs: 56522 REFERENCE INFORMATION For the reference information noted below, please refer to Schedule ``A''. · Exchange Rate of the Canadian Dollar · Metric Conversion Table · Glossary FORWARD-LOOKING INFORMATION Certain written and oral statements made or incorporated by reference from time to time by TransCanada or its representatives in this Annual Information Form and other reports and filings made with the securities regulatory authorities, press releases, conferences or otherwise, are forward-looking and relate to, among other things, anticipated financial performance, business prospects, strategies, regulatory developments, new services, market forces, commitments and technological developments. Much of this information also appears in the Management's Discussion and Analysis of Financial Condition and Results of Operations (``MD&A'') found in TransCanada's Annual Report to Shareholders for the year ended December 31, 2002 (the ``Annual Report''), which is incorporated by reference into this document. By its nature, such forward-looking information is subject to various risks and uncertainties, including those discussed herein, which could cause TransCanada's actual results and experience to differ materially from the anticipated results or other expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is as of the date of this Annual Information Form, and TransCanada undertakes no obligation to update publicly or revise any forward- looking information, whether as a result of new information, future events or otherwise. RISK FACTORS A number of factors, including but not limited to those discussed in this section, could cause actual results or events to differ materially from current expectations. Please note that capitalized terms in this section are defined later in the document and can also be found in the Glossary in Schedule ``A''. Operating Risks TransCanada's businesses are highly complex and are dispersed over tens of thousands of square kilometres, often in remote locations. Pipeline and power facilities are subject to operational risks, including mechanical failure, physical degradation, operator error, manufacturer defects, labor disputes, sabotage, terrorism, failure of supply, catastrophic events and natural disasters. The occurrence or continuation of such events could increase TransCanada's costs and reduce its ability to transport natural gas or deliver power. TransCanada's power business and investments rely on feedstocks of natural gas, biomass, water, coal and (as of February 2003) uranium. Failure of supplies of feedstocks could affect TransCanada's ability to generate electricity and fulfill its supply obligations, and changes in prices of feedstocks could affect TransCanada's financial results. Although TransCanada hedges against most of these risks, there can be no assurance that such hedging will be adequate in all circumstances. TransCanada does not operate the Bruce Power facility or the assets underlying the Sundance A or Sundance B power purchase arrangements. Failure by the operators of these facilities to operate at the cost or in the manner projected by TransCanada could negatively affect TransCanada's financial position. TransCanada does not own any of the power transmission lines over which its electricity is transmitted and delivered. Any disruption in transmission could affect TransCanada's ability to deliver electricity and could have an adverse impact on TransCanada's financial results. ii TRANSCANADA PIPELINES LIMITED TRANSCANADA PIPELINES AIF MAR/03 Proj: P6069CLG03 Job: 03CLG1048 File: BI1048A.;10 Quebecor/Merrill Canada/Calgary (403) 206-2700 Page Dim: 8.250⍯ X 10.750⍯ Copy Dim: 40. X 57. MERRILL CORPORATION VSTEFAN//24-MAR-03 21:51 DISK022:[03CLG8.03CLG1048]BI1048A.;10 mrll.fmt Free: 460D*/580D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;25 7 C Cs: 29108 Supply Basin Risk The Canadian Mainline, the Alberta System, the BC System and the Foothills System transport natural gas from the Western Canada Sedimentary Basin. Continuing use of these systems is dependent on a number of factors including the level of exploration and development within the basin, the price of natural gas, the ability of natural gas producers to deliver natural gas to the various pipeline systems, the development of northern gas reserves, and the regulatory environment for producers, transporters and consumers of natural gas. Competition Information on competition risks in TransCanada's natural gas transmission business can be found under the heading ``Transmission Ð Competition in Transmission'' below. Information on competition risks in TransCanada's power business can be found under the heading ``Power Ð Competition in Power'' below. Counterparty Risk TransCanada carries on its businesses with numerous counterparties with a wide range of creditworthiness. While processes are followed to address the creditworthiness of certain of these counterparties, the failure of any counterparty to meet its financial obligations could have an impact on TransCanada's financial position. Such failure could result from a number of factors beyond TransCanada's control, including (but not limited to) fluctuating commodity energy prices and interest rates, changes in regulatory and economic environments, political instability and legally reviewable activities. Political and Regulatory Risks TransCanada's businesses are subject to regulation by the jurisdictions in which they carry on business. The regulation of the natural gas transportation
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